First National Corporation (NASDAQ: FXNC) (the “Company” or “First
National”), the one-bank holding company of First Bank, announced
today that it has completed the acquisition of The Bank of
Fincastle (“Fincastle”) effective July 1, 2021 (the “Merger”).
Following completion of the Merger, Fincastle was merged with and
into First Bank. Pursuant to the previously announced terms of the
Merger, each outstanding share of Fincastle common stock is
entitled to receive 0.1649 shares of First National’s common stock,
or $3.30 in cash, or a combination of stock and cash, subject to
election and proration such that the aggregate consideration will
consist of 80 percent First National common stock and 20 percent
cash. If Fincastle shareholders elect for more than 20 percent of
Fincastle’s outstanding shares of common stock to be exchanged for
cash consideration, First National has the unilateral right to
increase the amount of cash paid up to 22 percent of Fincastle’s
outstanding shares of common stock and proportionally decrease the
amount of First National common stock issued. As a reminder,
Fincastle shareholders are required to make an election regarding
the merger consideration no later than 4:00 p.m. Eastern Time on
July 7, 2021.
Immediately following the Merger, the former branches of
Fincastle assumed in the Merger will continue to operate as The
Bank of Fincastle, a division of First Bank, until the systems
integration is completed in October 2021. With the addition of
Fincastle, the Company would have had approximately $1.2 billion in
assets, $868 million in loans and $1.1 billion in deposits on a
combined pro-forma basis at December 31, 2020.
“We are pleased to announce the completion of the merger with
The Bank of Fincastle and excited to be joining forces with a team
of dedicated local bankers committed to their customers and
communities,” stated Scott Harvard, President and Chief Executive
Officer of the Company. Harvard continued, “We believe that our
combined companies will provide significantly more resources to
small business customers across all of our markets while positively
impacting our communities like we have for our combined two
centuries in business. Since 1875 in Fincastle and 1907 in
Strasburg, our companies have a legacy of service unmatched by most
banks in Virginia. We look forward to working with our employees
and customers to continue the legacy.”
About First National Corporation
First National Corporation (NASDAQ: FXNC) is the parent company
and bank holding company of First Bank, a community bank that first
opened for business in 1907 in Strasburg, Virginia. First Bank
offers loan and deposit products and services through its website,
www.fbvirginia.com, its mobile banking platform, a network of ATMs
located throughout its market area, one loan production office, a
customer service center in a retirement community, and 20 bank
branch office locations located throughout the Shenandoah Valley,
the central regions of Virginia, the city of Richmond, and the
Roanoke, Virginia market. In addition to providing traditional
banking services, First Bank operates a wealth management division
under the name First Bank Wealth Management. First Bank also owns
First Bank Financial Services, Inc., which invests in entities that
provide investment services and title insurance.
Forward Looking Statements
Certain information contained in this communication may include
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking
statements relate to our plans, objectives, expectations and
intentions, are not historical facts, and are identified by words
such as “believes,” “expects,” “anticipates,” “estimates,”
“intends,” “plans,” “targets,” “continue,” and “projects,” as well
as similar expression. Although the Company believes that its
expectations with respect to the forward-looking statements are
based upon reliable assumptions within the bounds of its knowledge
of its business and operations, there can be no assurance that
actual results, performance or achievements of the Company will not
differ materially from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Forward-looking statements involve a number of risks
and uncertainties, including the rapidly changing uncertainties
related to the COVID-19 pandemic and its potential adverse effect
on the economy, our employees and customers, and our financial
performance. In addition to factors previously disclosed in the
reports filed by the Company with SEC, additional risks and
uncertainties may include, but are not limited to: (1) the risk
that the cost savings and any revenue synergies from the Merger may
not be realized or take longer than anticipated to be realized, (2)
disruption from the Merger on customer, supplier, employee or other
business partner relationships, (3) the possibility that the costs,
fees, expenses and charges related to the Merger may be greater
than anticipated, (4) reputational risk and the reaction of each of
the parties’ customers, suppliers, employees or other business
partners to the Merger, (5) the risks relating to the integration
of Fincastle’s operations into the operations of First Bank,
including the risk that such integration will be materially delayed
or will be more costly or difficult than expected, (6) the risk of
expansion into new geographic or product markets, (7) the dilution
caused by the Company’s issuance of additional shares of its common
stock in the Merger, and (8) general competitive, economic,
political and market conditions.
Additional factors that could cause results to differ materially
from those described above can be found in the risk factors
described in Item 1A. of the Company’s Annual Report on Form 10-K
filed with the SEC for the year ended December 31, 2020 and in the
joint proxy statement of First National and Fincastle and the
prospectus of First National regarding the Merger that was filed
with the SEC on April 27, 2021 pursuant to Rule 424(b)(3) by the
Company. All subsequent written and oral forward-looking statements
concerning the Company, Fincastle or any person acting on their
behalf is expressly qualified in their entirety by the cautionary
statements above. Neither the Company nor Fincastle undertake any
obligation to update any forward-looking statement to reflect
circumstances or events that occur after the date the
forward-looking statements are made.
Additional Information About the Merger and Where to
Find It
The Company has filed relevant documents concerning the Merger
with the SEC, including a registration statement on Form S-4 which
includes a joint proxy statement of First National and Fincastle
and a prospectus of First National. Shareholders of Fincastle can
obtain a free copy of the joint proxy statement of First National
and Fincastle and the prospectus of First National, as well as
other filings by the Company, at the SEC’s internet site
(http://www.sec.gov). Copies of the joint proxy statement of First
National and Fincastle and the prospectus of First National and the
filings with the SEC that are incorporated by reference in the
joint proxy statement of First National and Fincastle and the
prospectus of First National can also be obtained, without charge,
by directing a request to Scott C. Harvard, First National
Corporation, 112 West King Street, Strasburg, Virginia 22657, or by
telephone at (540) 465-9121.
SHAREHOLDERS OF FINCASTLE ARE URGED TO READ THE
JOINT PROXY STATEMENT OF FIRST NATIONAL AND FINCASTLE AND THE
PROSPECTUS OF FIRST NATIONAL AND OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC REGARDING THE TRANSACTION, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE TRANSACTION.
This communication shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful under the securities laws of
any such jurisdiction.
Contacts
Scott C. Harvard |
|
M. Shane Bell |
President and CEO |
|
Executive Vice President and CFO |
(540) 465-9121 |
|
(540) 465-9121 |
sharvard@fbvirginia.com |
|
sbell@fbvirginia.com |
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